UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     Litigation Release No. 15402 / July 2, 1997

     SECURITIES AND EXCHANGE COMMISSION v. AFFORDABLE PREPAID CELLULAR, INC.
AND
     JOHN C. ROCKETT, Civil Action No. 97-3750 RAP (JGx) (C.D. Cal.).

          The Securities and Exchange Commission announced that on June 3,
1997,
     the Honorable Richard A. Paez, United States District Judge for the
Central
     District of California, issued an order of preliminary injunction
against
     Affordable Prepaid Cellular, Inc., and its part-owner and Vice
President,
     John C. Rockett ("Rockett").  APC is based in Lake Forest, California,
and
     its stated business is to provide prepaid cellular telephone service
to
     "credit-challenged" individuals. The Court s Order also continued the
     freeze of APC s and Rockett s assets until trial, prohibits APC and
Rockett
     from destroying documents, and requires APC and Rockett to account
for
     investor funds.  So far, neither APC nor Rockett has answered the
     Commission s complaint, and neither has complied with the Court
ordered
     accountings.

          The Commission's complaint (filed May 20, 1997), and other
papers
     filed in the case, allege that APC and Rockett fraudulently offered
and/or
     sold units in APC, in the form of $5,000 corporate notes, to at least
one
     hundred individuals since December 1996.  According to APC, in return
for
     their investment, APC promised investors a guaranteed 16 3/4% annual
     return, plus 1% of half of APC's profits, and that the investor's
original
     contribution would be returned at the end of one year.  Further, APC
     promised that investors' monies would be used to fund APC's business